Adam Lewis
PHOTRONICSAbout Adam Lewis
Adam Lewis (46) is an independent director of Photronics (PLAB) and an audit committee financial expert with 20+ years in investment banking, executive financial management, and private equity, focused on digital infrastructure transactions exceeding $40B aggregate value . He has served on PLAB’s board since 2022 and is currently independent under NASDAQ rules; in FY2024 he attended at least 75% of board/committee meetings, consistent with all directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DH Capital (division of Citizens Bank) | Banker/advisor to digital infrastructure companies and investors; >100 transactions, >$40B value | Joined 2007 | Transaction structuring and execution expertise |
| InfoHighway Communications | Vice President of Finance; supported strategic transactions; exit to Broadview Networks | Until 2007 | Led finance in sale process; execution experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SilverSky; Verge; Stackpath; Drive Sally; Kasi Cloud; Lokker | Director (boards) | Not disclosed | Private company board roles disclosed; no public-company directorships listed |
Board Governance
- Independence: Determined independent by PLAB’s board (NASDAQ standards) .
- Current committee assignments and roles:
- Nominating Committee: Chairman
- Audit Committee: Member; Audit Committee Financial Expert (Item 407 Reg S‑K)
- Cyber Security Committee: Mr. Tyson is current Chair; Mr. Lewis received partial-year chair fees in 2024 (see compensation footnote), implying a transition during FY2024
- Attendance and engagement:
- Board met 6 times in FY2024; all directors (including Mr. Lewis) attended ≥75% of board and committee meetings
- Audit Committee met 18 times; Mr. Lewis co-signed the Audit Committee Report, evidencing active participation
- Board leadership/structure:
- Lead Independent Director role vacated with Mr. Fiederowicz not standing for re-election; board has not appointed a successor as of the proxy date, with duties covered by committee chairs
Fixed Compensation
| Period | Cash Retainer | Committee/Chair Fees | Meeting/Other Fees | Equity Award | Vesting | Total |
|---|---|---|---|---|---|---|
| FY2024 (reported) | $50,000 annual retainer | $10,000 Nominating Chair (half-year); $7,500 Cyber Security Chair (half-year); $7,500 Audit member (half-year); $5,000 Nominating member | $25,000 (5 meetings x $5,000; meeting fees discontinued from Sept 2024) | $446,500 (15,000 restricted shares granted 1/3/2024 at $29.77) | Quarterly over one year | $551,550 |
| 2025 program (board-wide) | $70,000 annual cash retainer | Committee chair/member cash retainers: Audit $40k/$10k; Compensation $40k/$7.5k; Nominating $20k/$7.5k; Cyber Security $15k/$7.5k | No meeting fees (policy update) | $170,000 in RSUs per director (granted for CY2025) | Restrictions lapse on 4/4/2025, 7/4/2025, 10/3/2025, 1/2/2026 | N/A (program design) |
2024 director equity: unvested balance of 3,750 shares remained as of 10/31/2024 for each non-employee director including Mr. Lewis .
Performance Compensation
- Director equity is time-based restricted stock/RSUs (no performance metrics); 2024: 15,000 shares vest quarterly over one year; 2025: RSUs with quarterly restriction lapses; no option grants to directors disclosed in these programs .
Other Directorships & Interlocks
| Company | Type | Role | Interlocks/Conflicts Notes |
|---|---|---|---|
| SilverSky; Verge; Stackpath; Drive Sally; Kasi Cloud; Lokker | Private | Director | No PLAB-related party transactions disclosed for Mr. Lewis; no public-company interlocks disclosed |
Expertise & Qualifications
- Transactional and capital markets expertise: advised >100 digital infrastructure deals (> $40B)
- Financial oversight: Audit Committee member; designated Audit Committee Financial Expert
- Education: University of Vermont (degree not further specified in proxy)
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | Notes |
|---|---|---|---|
| Adam Lewis | 22,250 | ~0.035% (22,250 / 63,560,209) | Marked “<1%” in proxy table; as-of date Feb 7, 2025 |
| Unvested Director RS from 2024 grant | 3,750 | N/A | Unvested as of 10/31/2024 for each director, including Mr. Lewis |
| Ownership guidelines | 3x annual cash retainer for non-management directors | In compliance | All directors in compliance as of 10/31/2024 |
Hedging/pledging: Company prohibits hedging of company equity by directors/employees without prior approval (policy updated 2025) . No pledging by Mr. Lewis disclosed .
Governance Assessment
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Strengths and signals supporting investor confidence:
- Independent status; Chair of Nominating and member of Audit; designated Audit Committee Financial Expert—positive for board effectiveness and financial oversight .
- High committee engagement: Audit Committee met 18 times; Mr. Lewis co-signed Audit Committee Report .
- Ownership alignment: equity-heavy director pay (2024: $446.5k stock vs. $105k cash) and stock ownership guidelines met .
- Company-level compensation governance: clawback policy adopted; no recoveries in FY2024; say-on-pay support 83.95% in 2024—constructive shareholder sentiment context (though NEO-focused) .
-
Watch items and potential red flags:
- Lead Independent Director role currently unfilled after long-serving LID did not stand for re-election; board relies on committee chairs—monitor independence leadership dynamics .
- Partial-year Cyber Security Committee chair fees attributed to Mr. Lewis in FY2024, while Mr. Tyson is currently Chair—ensure clarity of role transitions to avoid diffusion of accountability in cyber oversight .
- Related-party risk disclosures in proxy do not implicate Mr. Lewis; continue to monitor external board roles for any future supplier/customer ties; none reported for Mr. Lewis in related-party section .
-
Compensation structure evolution (Board):
- 2025 shift to value-based RSU grants ($170k) and elimination of meeting fees aligns with peer practice; clearer alignment and simplification of pay mix .
Overall: Mr. Lewis brings deep transaction and financial oversight expertise with strong committee responsibilities and equity alignment. The primary governance watch item is the absence of a Lead Independent Director, which increases reliance on committee chairs (including his Nominating leadership) to maintain robust independent oversight .